##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES AND EXCHANGE ACT OF 1934For the quarterly period ended
    February 28, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number 0-19603
  CENTENNIAL COMMUNICATIONS
    CORP.
 (Exact name of registrant as
    specified in its charter)
   Delaware

06-1242753(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   3349 Route 138
    Wall, NJ 07719 (Address of principal
    executive offices,
 including zip code)
  (732) 556-2200
 (Registrants telephone
    number,
 including area code)
   þ o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  Part I 
    Financial InformationItem 1.


Financial
    Statements


2Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


26Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


43Item 4.


Controls and
    Procedures


44Part II 
    Other InformationItem 1.


Legal
    Proceedings


45Item 1A.


Risk
    Factors


45Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


45Item 3.


Defaults Upon
    Senior Securities


45Item 4.


Submission of
    Matters to a Vote of Security Holders


46Item 5.


Other
    Information


46Item 6.


Exhibits


46EX-10.1: AMENDMENT NO.3 AND AGREEMENT TO CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION ITEM 1.  FINANCIAL
    STATEMENTS  CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
    (Dollar amounts in thousands, except share data)
  February 28,


May 31,2007


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
84,152


$
93,738Accounts receivable, less allowance
    for doubtful accounts of $7,250 and $5,440, respectively


89,756



88,143Inventory  phones and
    accessories, net


28,896



20,031Prepaid expenses and other current
    assets


16,260



28,774Assets held for sale


96,762



128,810Total Current Assets


315,826



359,496Property, plant and equipment, net


566,176



569,094Equity investments in wireless
    systems, net






1,952Debt issuance costs, less
    accumulated amortization of $27,115 and $21,618, respectively


45,712



51,812U.S. wireless licenses


398,778



383,858Puerto Rico wireless licenses


54,159



54,159Goodwill


4,187



4,187Cable facility, net


3,550



3,730Other assets, net


4,636



7,605TOTAL ASSETS

$
1,393,024


$
1,435,893LIABILITIES AND
    STOCKHOLDERS
    DEFICITCURRENT LIABILITIES:Accounts payable


29,477


$
25,855Accrued expenses and other current
    liabilities


178,773



183,771Payable to affiliates


125



125Liabilities held for sale


15,294



15,571Total Current Liabilities


223,669



225,322Long-term debt


2,122,787



2,135,053Deferred income taxes


120,462



122,952Other liabilities


15,900



14,195Minority interest in subsidiaries


3,935



3,230Commitments and contingencies (see
    Note 8)STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par
    value per share, 10,000,000 shares authorized, no shares
    issued or outstanding






Common stock, $0.01 par value
    per share, 240,000,000 shares authorized; issued
    106,038,603 and 105,224,491 shares, respectively; and
    outstanding 105,968,100 and 105,153,988 shares, respectively


1,060



1,052Additional paid-in capital


14,139



4,211Accumulated deficit


(1,108,619
)


(1,071,760
)Accumulated other comprehensive loss


768



2,715(1,092,652
)


(1,063,782
)Less: cost of 70,503 common shares
    in treasury


(1,077
)


(1,077
)Total Stockholders Deficit


(1,093,729
)


(1,064,859
)TOTAL LIABILITIES AND
    STOCKHOLDERS DEFICIT

$
1,393,024


$
1,435,893    2




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollar amounts in thousands, except per share data)
  Three Months Ended


Nine Months EndedFebruary 28,


February 28,


February 28,


February 28,2007


2006


2007


2006Revenue:Service revenue

$
212,434


$
202,415


$
642,213


$
616,130Equipment sales


16,678



10,284



41,502



27,717229,112



212,699



683,715



643,847Costs and Expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


42,388



40,859



129,129



120,759Cost of equipment sold


34,852



27,892



95,947



76,788Sales and marketing


24,643



22,532



71,436



68,804General and administrative


44,481



57,024



129,170



135,378Depreciation and amortization


32,624



30,671



97,537



88,749(Gain) loss on disposition of assets


(265
)


(45
)


28



343178,723



178,933



523,247



490,821Operating income


50,389



33,766



160,468



153,026Interest expense, net


(50,540
)


(45,662
)


(152,943
)


(114,154
)Gain on sale of equity investments


4,730



652



4,730



652Income (loss) from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


4,579



(11,244
)


12,255



39,524Income tax (expense) benefit


(4,252
)


8,274



(11,285
)


(17,993
)Income (loss) from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


327



(2,970
)


970



21,531Minority interest in income of
    subsidiaries


(264
)


(129
)


(705
)


(568
)Income from equity investments


258



400



804



845Income (loss) from continuing
    operations


321



(2,699
)


1,069



21,808Discontinued operations:Income (loss)


2,170



(1,555
)


(659
)


(1,408
)(Loss) gain on disposition


(266
)






(32,261
)


100Income tax expense


(3,573
)


(1,806
)


(5,008
)


(3,642
)Net loss from discontinued
    operations


(1,669
)


(3,361
)


(37,928
)


(4,950
)Net (loss) income

$
(1,348
)

$
(6,060
)

$
(36,859
)

$
16,858Earnings (loss) per share:BasicEarnings (loss) per share from
    continuing operations

$
0.00


$
(0.03
)

$
0.01


$
0.21Loss per share from discontinued
    operations


(0.01
)


(0.03
)


(0.36
)


(0.05
)Net (loss) income per share

$
(0.01
)

$
(0.06
)

$
(0.35
)

$
0.16DilutedEarnings (loss) per share from
    continuing operations

$
0.00


$
(0.03
)

$
0.01


$
0.20Loss per share from discontinued
    operations


(0.01
)


(0.03
)


(0.35
)


(0.04
)Net (loss) income per share

$
(0.01
)

$
(0.06
)

$
(0.34
)

$
0.16Weighted-average number of shares
    outstanding:Basic


105,698



104,889



105,437



104,475Diluted


108,637



104,889



107,786



107,253    3




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollar amounts in thousands)
  Nine Months EndedFebruary 28,


February 28,2007


2006OPERATING ACTIVITIES:Net (loss) income

$
(36,859
)

$
16,858Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


104,704



98,916Stock-based compensation


7,211



Excess tax benefits from
    stock-based compensation


(224
)


Minority interest in income of
    subsidiaries


705



568Income from equity investments


(804
)


(845
)Distributions received from equity
    investments


386



949Loss on disposition of assets


32,244



289Gain on sale of equity investment


(4,730
)


(652
)Changes in assets and liabilities


(3,692
)


17,497Net cash provided by operating
    activities


98,941



133,580INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses


322



10Acquisition of minority interest,
    net


(2,500
)


Payments for purchase of wireless
    spectrum


(14,920
)


Proceeds from sale of equity
    investment


7,100



1,003Capital expenditures


(78,352
)


(93,532
)Net cash used in investing
    activities


(88,350
)


(92,519
)FINANCING ACTIVITIES:Proceeds from the issuance of
    debt, net of discount of $3,500






546,500Payment of dividend






(578,480
)Repayment of debt


(21,334
)


(42,897
)Debt issuance costs paid


(562
)


(15,447
)Proceeds from the exercise of
    stock options


2,264



5,048Proceeds from issuance of common
    stock under employee stock purchase plan


461



384Excess tax benefits from
    stock-based compensation


224



Net cash used in financing
    activities


(18,947
)


(84,892
)Net decrease in cash and cash
    equivalents


(8,356
)


(43,831
)Cash and cash equivalents,
    beginning of period


94,884



132,820Cash and cash equivalents, end of
    period

$
86,528


$
88,989SUPPLEMENTAL CASH FLOW DISCLOSURE:Cash paid during the period for:Interest

$
165,726


$
124,416Income taxes

$
1,862


$
4,003NON-CASH TRANSACTION:Fixed assets acquired under
    capital leases

$
6,962


$
5,471Acquisition of minority interest
    included in accrued expenses and other current liabilities

$
1,000


$
    4




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
    (Dollar amounts in thousands, except per share
    amounts)
  NOTE 1.
    INTERIM
    FINANCIAL STATEMENTS  Form 10-K, Form 10-K,
  Income
    Taxes:
  Accounting for Income Taxes Interim Financial
    Reporting Accounting for Income Taxes in Interim
    Periods  An Interpretation of APB Opinion
    No. 28
     5




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 2.
    OTHER
    INTANGIBLE ASSETS AND GOODWILL  Other
    Intangible Assets
    As of


As ofFebruary 28, 2007


May 31, 2006U.S. wireless licenses

$
398,778


$
383,858Puerto Rico wireless licenses


54,159



54,159Total

$
452,937


$
438,017     Goodwill and Other
    Intangible Assets
  Disclosures
    about Segments of an Enterprise and Related Information
     6




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Use of the Residual Method to Value Acquired Assets
    other than Goodwill. Business Combinations
        As of February 28, 2007


As of May 31, 2006Estimated


Gross





GrossUseful


Carrying


Accumulated


Carrying


AccumulatedLife


Amount


Amortization


Amount


AmortizationDominican Republic wireless license


20 years


$
20,000


$
6,167


$
20,000


$
5,667Transmission and connecting rights


25 years



2,192



1,582



2,192



1,527Total(1)





$
22,192


$
7,749


$
22,192


$
7,194Cable facility


25 years



6,000



2,450



6,000



2,270Total





$
6,000


$
2,450


$
6,000


$
2,270     (1)
    
    Amounts included in assets held for sale.    Goodwill
     7




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 3.
    DEBT    As of


As ofFebruary 28, 2007


May 31, 2006Senior Secured Credit
    Facility  Term Loans

$
550,000


$
550,00081/8% Senior
    Unsecured Notes due 2014


325,000



325,000101/8% Senior
    Unsecured Notes due 2013


500,000



500,000Senior Unsecured Holdco Floating
    Rate Notes due 2013, net of unamortized discount of $2,910 and
    $3,280, respectively


347,090



346,72010% Senior Unsecured Holdco
    Fixed Rate Notes due 2013


200,000



200,000103/4% Senior
    Subordinated Notes due 2008


125,000



145,000Capital Lease Obligations


63,373



55,730Financing Obligation 
    Tower Sale


12,324



12,603Total Long-Term Debt


2,122,787



2,135,053Current Portion of Long-Term Debt






Net Long-Term Debt

$
2,122,787


$
2,135,053   Senior
    Secured Credit Facility
    3 4
    High-Yield
    Notes
     8




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 8
  1 8
    Derivative
    Financial Instruments
         9




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           February 28, 2007

$
February 29, 2008


399February 28, 2009


124,148February 28, 2010


38February 28, 2011


550,138February 29, 2012


305February 28, 2013 and
    thereafter


1,450,6692,125,697Unamortized discount


(2,910
)$
2,122,787     NOTE 4.
    EMPLOYEE
    STOCK COMPENSATION  Share-Based Payment
  Accounting for
    Stock-Based Compensation
 10




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Accounting for Stock-Based
    Compensation  Transition and Disclosures.
    Three Months Ended


Nine Months EndedFebruary 28, 2006


February 28, 2006Net (loss) income:As reported

$
(6,060
)

$
16,858Deduct: total stock based employee
    compensation determined under fair-value based method for all
    awards, net of related tax effects


(1,601
)


(4,704
)Pro forma

$
(7,661
)

$
12,154(Loss) earnings per share:Basic:As reported

$
(0.06
)

$
0.16Pro forma

$
(0.07
)

$
0.12Diluted:As reported

$
(0.06
)

$
0.16Pro forma

$
(0.07
)

$
0.11  11




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assumptions:
    Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006Expected volatility


61.7%-65.8%



69.1%



61.7%-69.5%



69.1%-77.9%Risk-free interest rate


4.4%-4.8%



5.1%



4.4%-4.8%



4.3%-5.1%Expected lives of option grants


4.5 years



4 years



4.5 years



4 yearsExpected dividend yield


0.00%



0.00%



0.00%



0.00%     catch-up
  1999
    Stock Option Plan:
     12




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted AverageWeighted Average


Remaining Contractual


AggregateShares


Exercise Price


Term (In years)


Intrinsic ValueOutstanding at June 1, 2006


10,863


$
4.97Granted


295


$
6.30Exercised


(711
)

$
3.25Forfeited/cancelled


(296
)

$
6.23Outstanding at February 28,
    2007


10,151


$
5.05



5.03


$
3.04Options exercisable at
    February 28, 2007


5,895


$
4.08



4.47


$
3.96         Weighted AverageShares


Grant-Date Fair ValueNonvested at June 1, 2006


6,126


$
3.65Granted


223


$
3.57Vested


(1,884
)

$
2.84Forfeited


(206
)

$
3.72Nonvested at February 28, 2007


4,259


$
3.99     NOTE 5.
    DISCONTINUED
    OPERATIONS   13




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
    Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006Revenue

$
18,505


$
20,568


$
55,941


$
63,705Income (loss) from discontinued
    operations


2,170



(1,555
)


(659
)


(1,408
)Loss on disposition


(266
)






(32,261
)


Income tax expense


(3,573
)


(1,806
)


(5,008
)


(3,607
)Net loss from discontinued
    operations

$
(1,669
)

$
(3,361
)

$
(37,928
)

$
(5,015
)   As ofFebruary 28, 2007Current assets

$
15,981Property, plant and equipment, net


72,295Goodwill


26,017Intangible assets subject to
    amortization


13,833Unadjusted total assets


129,023Allowance to reflect assets held
    for sale at fair value less cost to sell


(32,261
)Adjusted


96,762Current liabilities


14,460Total liabilities


15,294Net equity of discontinued
    operations


81,468       Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006Revenue

$



$



$



$
Income from discontinued operations














Gain on disposition














100Income tax expense














(35
)Net income from discontinued
    operations

$



$



$



$
65   NOTE 6.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  No. 06-1, Accounting for Consideration Given by a Service Provider to
    Manufacturers or Resellers of Equipment Necessary for an
 14




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  End-Customer
    to Receive Service from the Service Provider 06-1), 06-1 06-1 06-1 06-1
  Quantifying Financial Statement
    Misstatements
  No. 06-3, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement 06-3), 06-3
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Accounting Changes and Error Corrections  a
    Replacement of APB Opinion No. 20 and FASB Statement
    No. 3
  NOTE 7.
    ACQUISITIONS
    AND DISPOSITIONS     15




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         NOTE 8.
    COMMITMENTS
    AND CONTINGENCIES  Legal
    Proceedings:
    non-director non-director
     16




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Guarantees:
    Lease
    Commitments:
    Other
    Commitments and Contingencies:
      NOTE 9.
    SEGMENT
    INFORMATION   17




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006U.S. WIRELESSService revenue

$
99,612


$
83,922


$
287,231


$
247,982Roaming revenue


14,195



17,964



50,510



60,654Equipment sales


12,680



7,967



30,681



20,000Total revenue


126,487



109,853



368,422



328,636Adjusted operating income


44,713



35,425



130,453



116,266Total assets


1,865,120



1,881,796



1,865,120



1,881,796Capital expenditures


17,898



7,575



34,443



33,199PUERTO RICO WIRELESSService revenue

$
70,428


$
73,437


$
217,139


$
227,502Roaming revenue


783



540



3,682



1,198Equipment sales


3,998



2,318



10,821



7,718Total revenue


75,209



76,295



231,642



236,418Adjusted operating income


23,600



31,954



83,462



98,072Total assets


309,363



324,435



309,363



324,435Capital expenditures


10,558



11,439



25,354



36,615PUERTO RICO BROADBANDSwitched revenue

$
13,114


$
12,927


$
40,550


$
38,154Dedicated revenue


15,815



13,629



45,620



40,589Other revenue


1,407



2,550



6,308



7,731Total revenue


30,336



29,106



92,478



86,474Adjusted operating income


16,286



15,589



51,072



46,356Total assets


170,956



155,166



170,956



155,166Capital expenditures


6,355



4,935



14,847



15,517ELIMINATIONS/ADJUSTMENTSTotal revenue(1)

$
(2,920
)

$
(2,555
)

$
(8,827
)

$
(7,681
)Total assets(2)(3)


(952,415
)


(952,165
)


(952,415
)


(952,165
) 18




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006CONSOLIDATEDTotal revenue

$
229,112


$
212,699


$
683,715


$
643,847Adjusted operating income


84,599



82,968



264,987



260,694Total assets


1,393,024



1,409,232



1,393,024



1,409,232Capital expenditures


34,811



23,949



74,644



85,331     (1)
    
    Elimination of intercompany revenue, primarily from Puerto Rico
    broadband to Puerto Rico wireless.(2)
    
    Elimination of intercompany investments.(3)
    
    Includes assets held for sale of $96,762 and $133,775 as of
    February 28, 2007 and February 28, 2006, respectively.    Three Months Ended


Nine Months EndedFebruary 28,


February 28,2007


2006


2007


2006Adjusted operating income

$
84,599


$
82,968


$
264,987


$
260,694Depreciation and amortization


(32,624
)


(30,671
)


(97,537
)


(88,749
)Stock-based compensation expense


(1,851
)






(6,669
)


Strategic
    alternatives/recapitalization costs






(18,576
)


(285
)


(18,576
)Gain (loss) on disposition of
    assets


265



45



(28
)


(343
)Operating income


50,389



33,766



160,468



153,026Interest expense, net


(50,540
)


(45,662
)


(152,943
)


(114,154
)Gain on sale of equity investments


4,730



652



4,730



652Income tax (expense) benefit


(4,252
)


8,274



(11,285
)


(17,993
)Minority interest in income of
    subsidiaries


(264
)


(129
)


(705
)


(568
)Income from equity investments


258



400



804



845Loss from discontinued operations


(1,669
)


(3,361
)


(37,928
)


(4,950
)Net (loss) income

$
(1,348
)

$
(6,060
)

$
(36,859
)

$
16,858   NOTE 10.
    CONDENSED
    CONSOLIDATING FINANCIAL DATA   19




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of February 28, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
28,606


$



$
55,546


$



$



$
84,152Accounts receivable, net


44,006







45,750











89,756Inventory  phones and
    accessories, net


9,570







19,326











28,896Prepaid expenses and other current
    assets


5,825







10,435











16,260Assets held for sale










96,762











96,762Total current assets


88,007







227,819











315,826Property, plant &
    equipment, net


247,387







318,789











566,176Equity investments in wireless
    systems, net


26,529







(26,529
)










Debt issuance costs










45,712











45,712U.S. wireless licenses










398,778











398,778Puerto Rico wireless licenses, net










54,159











54,159Goodwill










4,187











4,187Investment in subsidiaries






929,244



622,077



(768,395
)


(782,926
)


Other assets, net










8,186











8,186Total

$
361,923


$
929,244


$
1,653,178


$
(768,395
)

$
(782,926
)

$
1,393,024LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
60,818


$



$
(31,341
)

$



$



$
29,477Accrued expenses and other current
    liabilities


20,975







415,801







(258,003
)


178,773Payable to affiliates










125











125Liabilities held for sale










15,294











15,294Total current liabilities


81,793







399,879







(258,003
)


223,669Long-term debt


792,726



716,395



66,576



547,090







2,122,787Deferred income taxes


1,275







119,187











120,462Other liabilities


5,417







10,483











15,900Intercompany






961,738



977,229



(220,988
)


(1,717,979
)


Minority interest in subsidiaries










3,935











3,935Redeemable preferred stock


578,638















(578,638
)


Stockholders (deficit) equity:Common stock














1,060







1,060Additional paid-in capital


(818,497
)






818,497



14,139







14,139Accumulated (deficit) equity


(279,751
)


(749,335
)


(742,608
)


(1,108,619
)


1,771,694



(1,108,619
)Accumulated other comprehensive
    income


322



446















768(1,097,926
)


(748,889
)


75,889



(1,093,420
)


1,771,694



(1,092,652
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,097,926
)


(748,889
)


75,889



(1,094,497
)


1,771,694



(1,093,729
)Total

$
361,923


$
929,244


$
1,653,178


$
(768,395
)

$
(782,926
)

$
1,393,024  20




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Nine Months Ended February 28, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
297,092


$



$
389,893


$



$
(3,270
)

$
683,715Costs and expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


27,924







102,920







(1,715
)


129,129Cost of equipment sold


33,075







62,872











95,947Sales and marketing


29,861







41,575











71,436General and administrative


85,018







45,707







(1,555
)


129,170Depreciation and amortization


49,339







48,198











97,537Loss (gain) on disposition of assets


896







(868
)










28226,113







300,404







(3,270
)


523,247Operating income


70,979







89,489











160,468(Loss) income from investments in
    subsidiaries






(36,859
)


(19,494
)


(36,859
)


93,212



Interest expense, net


(78,249
)


(51,869
)


49,574



(44,499
)


(27,900
)


(152,943
)Gain on sale of equity investments










4,730











4,730Other (expense) income






















Intercompany interest allocation






51,869



(124,268
)


44,499



27,900



(Loss) income from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


(7,270
)


(36,859
)


31



(36,859
)


93,212



12,255Income tax (expense) benefit


(12,224
)






939











(11,285
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(19,494
)


(36,859
)


970



(36,859
)


93,212



970Minority interest in income of
    subsidiaries










(705
)










(705
)Income from equity investments










804











804(Loss) income from continuing
    operations


(19,494
)


(36,859
)


1,069



(36,859
)


93,212



1,069Loss from discontinued operations










(37,928
)










(37,928
)Net (loss) income

$
(19,494
)

$
(36,859
)

$
(36,859
)

$
(36,859
)

$
93,212


$
(36,859
)  21




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Nine Months Ended February 28, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income


(19,494
)


(36,859
)


(36,859
)


(36,859
)


93,212



(36,859
)Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating activities:Depreciation and amortization


49,339







55,365











104,704Stock-based compensation expense


3,426







3,785











7,211Excess tax benefit from stock-based
    compensation










(224
)










(224
)Minority interest in income of
    subsidiaries










705











705Income from equity investments










(804
)










(804
)Equity in undistributed (loss)
    earnings of subsidiaries






(36,859
)


(19,494
)


(36,859
)


93,212



Distribution received from equity
    investments










386











386Loss on disposition of assets


896







31,348











32,244Gain on sale of equity investment










(4,730
)










(4,730
)Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


14,546



94,247



(11,685
)


60,687



(161,487
)


(3,692
)NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


48,713



20,529



17,793



(13,031
)


24,937



98,941INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses






322















322Acquisition of minority interest,
    net










(2,500
)










(2,500
)Payments for purchase of wireless
    spectrum










(14,920
)










(14,920
)Proceeds from sale of equity
    investment










7,100











7,100Capital expenditures


(37,068
)






(41,284
)










(78,352
)NET CASH (USED IN) PROVIDED BY
    INVESTING ACTIVITIES


(37,068
)


322



(51,604
)










(88,350
)FINANCING ACTIVITIES:Repayment of debt


(20,000
)






(1,334
)










(21,334
)Proceeds from the exercise of
    employee stock options














2,264







2,264Debt issuance costs paid


(278
)


(284
)














(562
)Excess tax benefit from stock-based
    compensation










224











224Proceeds from issuance of common
    stock under employee stock purchase plan














461







461Cash received from (paid to)
    affiliates


11,110



(20,567
)


24,088



10,306



(24,937
)


NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


(9,168
)


(20,851
)


22,978



13,031



(24,937
)


(18,947
)NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


2,477







(10,833
)










(8,356
)CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


26,129







68,755











94,884CASH AND CASH EQUIVALENTS, END OF
    PERIOD


28,606







57,922











86,528  22




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of May 31, 2006
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


SubsidiariesASSETSCurrent assets:Cash and cash equivalents

$
26,129


$



$
67,609


$



$



$
93,738Accounts receivable, net


41,835







46,308











88,143Inventory  phones and
    accessories, net


9,185







10,846











20,031Prepaid expenses and other current
    assets


7,200







21,574











28,774Assets held for sale










128,810











128,810Total current assets


84,349







275,147











359,496Property, plant &
    equipment, net


248,929







320,165











569,094Equity investments in wireless
    systems, net










1,952











1,952Debt issuance costs


17,798







34,014











51,812U.S. wireless licenses










383,858











383,858Puerto Rico wireless licenses, net










54,159











54,159Goodwill


4,187



















4,187Investment in subsidiaries






966,103



641,571



(731,536
)


(876,138
)


Other assets, net


9,218







2,117











11,335Total

$
364,481


$
966,103


$
1,712,983


$
(731,536
)

$
(876,138
)

$
1,435,893LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
13,584


$



$
12,271


$



$



$
25,855Accrued expenses and other current
    liabilities


59,972







384,765







(260,966
)


183,771Payable to affiliates










125











125Liabilities held for sale










15,571











15,571Total current liabilities


73,556







412,732







(260,966
)


225,322Long-term debt


792,025



736,395



59,913



546,720







2,135,053Deferred income taxes


9,295







113,657











122,952Other liabilities


4,809







9,386











14,195Intercompany


11,110



941,171



1,001,317



(210,682
)


(1,742,916
)


Minority interest in subsidiaries










3,230











3,230Redeemable preferred stock


550,738















(550,738
)


Stockholders (deficit) equity:Common stock














1,052







1,052Additional paid-in capital


(818,497
)






818,497



4,211







4,211Accumulated (deficit) equity


(260,257
)


(712,476
)


(705,749
)


(1,071,760
)


1,678,482



(1,071,760
)Accumulated other comprehensive loss


1,702



1,013















2,715(1,077,052
)


(711,463
)


112,748



(1,066,497
)


1,678,482



(1,063,782
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit)
    equity


(1,077,052
)


(711,463
)


112,748



(1,067,574
)


1,678,482



(1,064,859
)Total

$
364,481


$
966,103


$
1,712,983


$
(731,536
)

$
(876,138
)

$
1,435,893  23




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Nine Months Ended February 28, 2006
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
297,835


$



$
349,519


$



$
(3,507
)

$
643,847Costs and expenses:Cost of services


52,169







71,505







(2,915
)


120,759Cost of equipment sold


20,327







56,461











76,788Sales and marketing


26,433







42,371











68,804General and administrative


71,672







64,298







(592
)


135,378Depreciation and amortization


46,445







42,304











88,749Loss (gain) on disposition of assets


527







(184
)










343217,573







276,755







(3,507
)


490,821Operating income


80,262







72,764











153,026Income (loss) from investments in
    subsidiaries






16,858



(10,419
)


16,858



(23,297
)


Interest expense, net


(77,134
)


(48,542
)


(5,418
)


(10,960
)


27,900



(114,154
)Loss on extinguishment of debt


(750
)






750











Gain on sale of equity investment










652











652Other (expense) income


(2,205
)






2,205











Intercompany interest allocation






48,542



(31,602
)


10,960



(27,900
)


Income (loss) from continuing
    operations before income tax expense, minority interest in
    income of subsidiaries and income from equity investments


173



16,858



28,932



16,858



(23,297
)


39,524Income tax expense


(10,592
)






(7,401
)










(17,993
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(10,419
)


16,858



21,531



16,858



(23,297
)


21,531Minority interest in income of
    subsidiaries










(568
)










(568
)Income from equity investments










845











845(Loss) income from continuing
    operations


(10,419
)


16,858



21,808



16,858



(23,297
)


21,808(Loss) income from discontinued
    operations










(4,950
)










(4,950
)Net (loss) income

$
(10,419
)

$
16,858


$
16,858


$
16,858


$
(23,297
)

$
16,858  24




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Nine Months Ended February 28, 2006
    (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income


(10,419
)


16,858



16,858



16,858



(23,297
)


16,858Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


46,445







52,471











98,916Minority interest in income of
    subsidiaries










568











568Income from equity investments










(845
)










(845
)Equity in undistributed earnings
    (loss) of subsidiaries






16,858



(10,419
)


16,858



(23,297
)


Distribution received from equity
    investment










949











949Loss (gain) on disposition of assets


527







(238
)










289Gain on sale of equity investment










(652
)










(652
)Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


5,168



(86,416
)


76,716



(54,651
)


76,680



17,497Total adjustments


52,140



(69,558
)


118,550



(37,793
)


53,383



116,722NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


41,721



(52,700
)


135,408



(20,935
)


30,086



133,580INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










10











10Capital expenditures


(50,414
)






(43,118
)










(93,532
)Proceeds from sale of equity
    investment










1,003











1,003NET CASH (USED IN)INVESTING
    ACTIVITIES


(50,414
)






(42,105
)










(92,519
)FINANCING ACTIVITIES:Proceeds from the issuance of debt,
    net of discount














546,500







546,500Payment of dividend














(578,480
)






(578,480
)Repayment of debt


(42,500
)






(397
)










(42,897
)Debt issuance costs paid














(15,447
)






(15,447
)Proceeds from the exercise of
    employee stock options














5,048







5,048Proceeds from issuance of common
    stock under employee stock purchase plan














384







384Cash received from (paid to)
    affiliates


25,277



52,700



(110,821
)


62,930



(30,086
)


NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


(17,223
)


52,700



(111,218
)


20,935



(30,086
)


(84,892
)NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(25,916
)






(17,915
)










(43,831
)CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


62,871







69,949











132,820CASH AND CASH EQUIVALENTS, END OF
    PERIOD


36,955







52,034











88,989   NOTE 11.
    SUBSEQUENT
    EVENTS     25




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
  Company
    Overview
      Form 10-K Form 10-Q. Form 10-K.
  Managements
    Summary
           26




---



##### Table of Contents




    Gross postpaid and prepaid wireless additions
    Net gain (loss)  wireless subscribers
    ARPU
    Roaming revenue
    Penetration  wireless
    Postpaid churn  wireless
    Average monthly minutes of use per wireless subscriber
    Data revenue per average wireless subscriber
    Fiber route miles  Puerto Rico broadband
    Switched access lines  Puerto Rico broadband
    Dedicated access line equivalents  Puerto Rico
    broadband
    On-net
    buildings  Puerto Rico broadband
    Capital expenditures         27




---



##### Table of Contents



On-net on-net
    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   28




---



##### Table of Contents




    it requires us to make assumptions because information was not
    available at the time or it included matters that were highly
    uncertain at the time we were making the estimate, and
    changes in the estimate or different estimates that we could
    have selected may have had a material effect on our consolidated
    financial condition or consolidated results of operations.  Allowance
    for Doubtful Accounts
    Property,
    Plant and Equipment  Depreciation
    Valuation
    of Long-Lived Assets
    Goodwill
    and Wireless Licenses  Valuation of Goodwill and
    Indefinite-Lived Intangible Assets
  Goodwill and Other
    Intangible Assets Disclosures about Segments of
    an Enterprise and Related Information
 29




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##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment
      Income
    Taxes
  Accounting for Income Taxes
     30




---



##### Table of Contents



RESULTS
    OF OPERATIONS
       31




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##### Table of Contents



Interim
    Financial Reporting Accounting for Income Taxes in
    Interim Periods  An Interpretation of APB Opinion
    No. 28
    Consolidated
    Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands, except per share data)Operating income

$
50,389


$
33,766


$
16,623



49
%

$
160,468


$
153,026


$
7,442



5
%Income (loss) from continuing
    operations


321



(2,699
)


3,020



*
%


1,069



21,808



(20,739
)


(95
)%Earnings (loss) per share from
    continuing operations:Basic


0.00



(0.03
)


0.03



*
%


0.01



0.21



(0.20
)


(95
)%Diluted


0.00



(0.03
)


0.03



*
%


0.01



0.20



(0.19
)


(95
)%     *
    
    Percentage not meaningful  U.S. Wireless
    Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Service revenue

$
99,612


$
83,922


$
15,690



19
%

$
287,231


$
247,982


$
39,249



16
%Roaming revenue


14,195



17,964



(3,769
)


(21
)


50,510



60,654



(10,144
)


(17
)Equipment sales


12,680



7,967



4,713



59



30,681



20,000



10,681



53Total revenue


126,487



109,853



16,634



15
%


368,422



328,636



39,786



12Costs and expenses:Cost of services


25,515



24,510



1,005



4



78,388



72,160



6,228



9Cost of equipment sold


22,080



18,723



3,357



18



61,550



46,996



14,554



31Sales and marketing


14,309



13,812



497



4



41,101



41,803



(702
)


(2
)General and administrative


19,870



17,383



2,487



14



56,930



51,411



5,519



11Total costs and expenses


81,774



74,428



7,346



10



237,969



212,370



25,599



12Adjusted operating income(1)

$
44,713


$
35,425


$
9,288



26
%

$
130,453


$
116,266


$
14,187



12
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure. 32




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##### Table of Contents



Revenue.
    New When You Want It!
      Costs and expenses.
       33




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##### Table of Contents



Puerto
    Rico Wireless Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Service revenue

$
70,428


$
73,437


$
(3,009
)


(4
)%

$
217,139


$
227,502


$
(10,363
)


(5
)%Roaming revenue


783



540



243



45



3,682



1,198



2,484



*Equipment sales


3,998



2,318



1,680



72



10,821



7,718



3,103



40Total revenue


75,209



76,295



(1,086
)


(1
)


231,642



236,418



(4,776
)


(2
)Costs and expenses:Cost of services


12,232



11,670



562



5



37,052



34,270



2,782



8Cost of equipment sold


12,291



9,099



3,192



35



33,813



29,421



4,392



15Sales and marketing


8,745



6,933



1,812



26



24,980



21,971



3,009



14General and administrative


18,341



16,639



1,702



10



52,335



52,684



(349
)


(1
)Total costs and expenses


51,609



44,341



7,268



16



148,180



138,346



9,834



7Adjusted operating income(1)

$
23,600


$
31,954


$
(8,354
)


(26
)%

$
83,462


$
98,072


$
(14,610
)


(15
)%     *
    
    Percentage not meaningful(1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
       34




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##### Table of Contents



Costs and expenses.
    10-year
    Puerto
    Rico Broadband Operations
  Three Months Ended








Nine Months EndedFebruary 28,








February 28,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Switched revenue

$
13,114


$
12,927


$
187



1
%

$
40,550


$
38,154


$
2,396



6
%Dedicated revenue


15,815



13,629



2,186



16



45,620



40,589



5,031



12Other revenue


1,407



2,550



(1,143
)


(45
)


6,308



7,731



(1,423
)


(18
)Total revenue


30,336



29,106



1,230



4



92,478



86,474



6,004



7Costs and expenses:Cost of services


7,066



7,073



(7
)


(0
)


21,267



21,539



(272
)


(1
)Cost of equipment sold


481



71



410




*


584



372



212



57Sales and marketing


1,587



1,787



(200
)


(11
)


4,872



5,030



(158
)


(3
)General and administrative


4,916



4,586



330



7



14,683



13,177



1,506



11Total costs and expenses


14,050



13,517



533



4



41,406



40,118



1,288



3Adjusted operating income(1)

$
16,286


$
15,589


$
697



4
%

$
51,072


$
46,356


$
4,716



10
%     *
    
    Percentage not meaningful(1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
 35




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##### Table of Contents



Costs and expenses.
    LIQUIDITY
    AND CAPITAL RESOURCES
  Weighted
    Average Debt Outstanding and Interest Expense
  Nine Months EndedThree Months Ended February 28,





February 28,2007


2006


Change


2007


2006


Change(In millions)Weighted Average Debt Outstanding

$
2,127.5


$
2,016.2


$
111.3


$
2,133.8


$
1,749.8


$
384.0Weighted Average Gross Interest
    Rate(1)


9.7
%


9.5
%


0.2
%


9.7
%


9.0
%


0.7
%Weighted Average Gross Interest
    Rate(2)


9.3
%


9.1
%


0.2
%


9.3
%


8.6
%


0.7
%Gross Interest Expense(1)

$
51.526


$
47.776


$
3.750


$
155.955


$
118.430


$
37.525Interest Income

$
0.986


$
2.114


$
(1.128
)

$
3.012


$
4.276


$
(1.264
)Net Interest Expense

$
50.540


$
45.662


$
4.878


$
152.943


$
114.154


$
38.789     (1)
    
    Including amortization of debt issuance costs of
    $2.1 million and $6.7 million for the three and nine
    months ended February 28, 2007, respectively and
    $2.0 million and $5.3 million for the three and nine
    months ended February 28, 2006, respectively.(2)
    
    Excluding amortization of debt issuance costs of
    $2.1 million and $6.7 million for the three and nine
    months ended February 28, 2007, respectively and
    $2.0 million and $5.3 million for the three and nine
    months ended February 28, 2006, respectively.      Senior
    Secured Credit Facility
   36




---



##### Table of Contents



3 4
    High-Yield
    Notes
      1 8
  1 8
    Derivative
    Financial Instruments
   37




---



##### Table of Contents



38




---



##### Table of Contents



Three Months Ended


% of Total Capital


Nine Months Ended


% of Total CapitalFebruary 28, 2007


Expenditures


February 28, 2007


Expenditures(Amounts in thousands)U.S. wireless


17,898



51.4
%


34,443



46.1
%Puerto Rico wireless


10,558



30.3



25,354



34.0Puerto Rico broadband


6,355



18.3



14,847



19.9Total capital expenditures


34,811



100.0
%


74,644



100.0
%Capitalized phones in Puerto Rico
    (included above in Puerto Rico wireless)


6,923







16,524Property, plant and equipment, net
    at February 28, 2007


566,176







566,176               ACQUISITIONS
    AND DISPOSITIONS
   39




---



##### Table of Contents



COMMITMENTS
    AND CONTINGENCIES
         40




---



##### Table of Contents



Less ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


After 5 Years(Amounts in thousands)Long-term debt obligations

$
2,125,697


$
399


$
124,186


$
550,443


$
1,450,669Operating leases obligations


264,393



27,483



52,030



38,141



146,739Purchase obligations


44,594



836



21,450



22,308



Total contractual cash obligations


2,434,684



28,718



197,666



610,892



1,597,408Sublessor agreements(1)


(3,098
)


(1,121
)


(1,391
)


(570
)


(16
)Net

$
2,431,586


$
27,597


$
196,275


$
610,322


$
1,597,392     (1)
    
    Represents our commitments associated with our sublessor
    agreements as of May 31, 2006.  SUBSEQUENT
    EVENTS
      CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR
  PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
      
    the effects of vigorous competition in our markets, which may
    make it difficult for us to attract and retain customers and to
    grow our customer base and revenue and which may increase churn,
    which could reduce our revenue and increase our costs; 41




---



##### Table of Contents




    the fact that many of our competitors are larger than we are,
    have greater financial resources than we do, are less leveraged
    than we are, have more extensive coverage areas than we do, and
    may offer less expensive and more technologically advanced
    products and services than we do;
    changes and developments in technology, including our ability to
    upgrade our networks to remain competitive and our ability to
    anticipate and react to frequent and significant technological
    changes which may render certain technologies used by us
    obsolete;
    our substantial debt obligations, including restrictive
    covenants, which place limitations on how we conduct business;
    our ability to attract subscribers in our newly launched markets
    in Grand Rapids and Lansing, Michigan;
    market prices for the products and services we offer may
    continue to decline in the future;
    the effect of changes in the level of support provided to us by
    the Universal Service Fund, or USF;
    the effects of a decline in the market for our CDMA-based
    technology;
    the effects of consolidation in the telecommunications industry;
    general economic, business, political and social conditions in
    the areas in which we operate, including the effects of world
    events, terrorism, hurricanes, tornadoes, wind storms and other
    natural disasters;
    our access to the latest technology handsets in a timeframe and
    at a cost similar to our competitors;
    the effect on our business of wireless local number portability,
    which allows customers to keep their wireless phone numbers when
    switching between service providers;
    our ability to successfully deploy and deliver wireless data
    services to our customers, including next generation 3G
    technology;
    our ability to generate cash and the availability and cost of
    additional capital to fund our operations and our significant
    planned capital expenditures, including the need to refinance or
    amend existing indebtedness;
    our dependence on roaming agreements for a significant portion
    of our wireless revenue and the expected decline in roaming
    revenue over the long term;
    our dependence on roaming agreements for our ability to offer
    our wireless customers competitively priced regional and
    nationwide rate plans that include areas for which we do not own
    wireless licenses;
    our ability to attract and retain qualified personnel;
    the effects of governmental regulation of the telecommunications
    industry;
    our ability to acquire, and the cost of acquiring, additional
    spectrum in our markets to support growth and advanced
    technologies;
    our ability to manage, implement and monitor billing and
    operational support systems;
    the results of litigation filed or which may be filed against
    us, including litigation relating to wireless billing, using
    wireless telephones while operating an automobile or possible
    health effects of radio frequency transmission;
    the relative liquidity and corresponding volatility of our
    common stock and our ability to raise future equity capital; and
    the control of us retained by our majority stockholders and
    anti-takeover provisions.   42




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##### Table of Contents



Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Fiscal Year Ended February 28 ,2008


2009


2010


2011


2012


Thereafter


Total


Fair Value(In thousands)Long-term debt:Fixed rate

$
399


$
124,148


$
38


$
138


$
305


$
1,100,669


$
1,225,697


$
1,293,385Average fixed Interest rate


10.0
%


10.8
%


10.0
%


10.0
%


10.0
%


9.5
%


9.6
%


Variable rate

$



$



$



$
550,000


$



$
350,000


$
900,000


$
918,375Average variable Interest rate(1)


4.7
%


4.8
%


4.9
%


5.0
%


5.1
%


5.2
%


5.1
%


Interest rate swap (pay fixed,
    receive variable):Notional amount

$
450,000


$
250,000






















$
1,465Average pay rate


6.44
%


7.13
%Average receive rate


6.94
%


6.94
%Interest rate collar:Notional amount

$
60,500


























$
(54
)Cap


5.50
%Floor


4.66
%     (1)
    
    Represents the average interest rate before applicable margin on
    the Senior Secured Credit Facility debt and the 2013 Holdco
    Floating Rate Notes.   43




---



##### Table of Contents



ITEM 4.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
   44




---



##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    non-director non-director
      ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES   45




---



##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS    ExhibitNo.

Description10
.1

Amendment No. 3 and Agreement
    dated as of February 5, 2007, to the Credit Agreement dated
    as of February 9, 2004, among Centennial Cellular Operating
    Co. LLC, as Borrower; Centennial Puerto Rico Operations Corp.,
    as PR Borrower; Centennial Communications Corp., as a Guarantor;
    the other Guarantors party thereto; each of the lenders from
    time to time party thereto; Credit Suisse, as joint lead
    arranger and administrative agent; Lehman Brothers, Inc., as
    joint lead arranger; Lehman Commercial Paper, Inc., as
    syndication agent; and the Lenders party thereto.31
.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Michael J. Small,
    Chief Executive Officer, pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.32
.2

Certification of Thomas J.
    Fitzpatrick, Chief Financial Officer, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.  46




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##### Table of Contents



SIGNATURES
        /s/  Thomas
    J. Fitzpatrick       Francis
    P. Hunt
     47